Exhibit 10.3


                                PLEDGE AGREEMENT

                            Dated as of June 10, 2003


     This Pledge Agreement (as modified from time to time, this "Agreement") has
been  executed  by NEW  MILLENNIUM  CAPITAL  PARTNERS,  LLC,  a  Nevada  limited
liability  company,  as debtor  ("Debtor"),  in favor of  AUGUSTINE  II, LLC, an
Delaware limited liability company ("Secured Party").

     In consideration of Secured Party making a term loan to NuWay Medical, Inc.
("Borrower")  under  that  certain  Term  Loan  Agreement  dated as of even date
herewith entered into between Borrower and Secured Party (as amended,  restated,
supplemented  or otherwise  modified  from time to time,  the "Loan  Agreement";
capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings  ascribed  to them in the Loan  Agreement)  and  under  the  Term  Note
executed  by  Borrower  in  connection  with the Loan  Agreement,  and for other
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, Debtor agrees as follows:

1. PLEDGE. Debtor hereby assigns, pledges, hypothecates, delivers, sets over and
transfers to Secured  Party and grants to Secured  Party a  continuing  security
interest in the following,  in each case whether certificated or uncertificated,
whether now owned or hereafter  acquired,  wherever located (any or all of such,
the "Collateral"):

     (a)  The securities listed on Exhibit A attached hereto.

     (b) With respect to any Collateral referred to in (a), but without limiting
(a):

          (i)  all stock powers, certificates and instruments; and

          (ii)  all  replacements,   substitutions,  interest,  cash  and  stock
     dividends,  distributions,  warrants, options, and other rights and amounts
     paid, accrued,  received,  receivable,  or distributed with respect thereto
     from time to time.

     (c) With respect to the  foregoing,  all  products  and  proceeds  thereof,
including  without   limitation   insurance  proceeds  and  payments  under  the
Securities Investor Protection Act of 1970, as amended.

2.  LIABILITIES.  The Collateral shall secure the payment and performance of all
obligations  and  liabilities  of  Borrower  to  Secured  Party  under  the Loan
Agreement and the Term Note and of Debtor hereunder (the "Liabilities").

3. REPRESENTATIONS. Debtor hereby represents and warrants to Secured Party that:

     (a)  Debtor's  exact  legal  name is as set forth in the  preamble  to this
Agreement; Debtor's type of organization and jurisdiction of organization are as
set forth in the preamble to this Note; Debtor's  organizational  identification
number  assigned to it by the  secretary  of state of the state where  Debtor is
organized is  LLC10358-1999;  Debtor's  place of business or, if Debtor has more
than one place of business,  Debtor's chief  executive  office is located at the
address set forth next to its signature line to this  Agreement;  and Debtor has
never been organized in any  jurisdiction  other than the jurisdiction set forth
in the  preamble  to this  Agreement.  During  the five (5) years and six months

<PAGE>

prior to the date of this Agreement  Debtor has not been known by any legal name
different  from the one set  forth in the  preamble  to this  Agreement  nor has
Debtor been the subject of any merger,  consolidation,  or other  organizational
reorganization.

     (b) Debtor is existing and in good standing  under the laws of its state of
organization,  is duly qualified, in good standing and authorized to do business
in each jurisdiction where failure to do so might have a material adverse impact
on the  consolidated  assets,  condition or prospects of Debtor;  the execution,
delivery  and  performance  of this  Agreement  and all  related  documents  and
instruments are within Debtor's powers and have been authorized by all necessary
limited liability company action.

     (c)  To the  best  of  Debtor's  knowledge,  the  execution,  delivery  and
performance of this  Agreement have received any and all necessary  governmental
approval,  and do not and will not  contravene or conflict with any provision of
law or of the operating  agreement or of the articles of  organization of Debtor
or any agreement affecting Debtor or its property.

     (d)  The   Collateral   is  duly  and   validly   authorized   and  issued,
non-assessable,  fully paid and paid for, issued and outstanding,  and Debtor is
the legal  and  equitable  owner of the  Collateral,  with the right to  pledge,
assign and deliver the Collateral to secure the  Liabilities  and do or cause to
be done all other actions provided for or referenced in this Agreement, free and
clear of all liens,  claims,  encumbrances and security  interests of any nature
except any in favor of Secured Party.

     (e) Sale of the  Collateral by Secured Party is not prohibited or regulated
by any federal or state law or regulation  or any agreement  binding upon Debtor
and  requires no  registration  or filing  with,  or consent or approval of, any
governmental body, regulatory authority or securities exchange.

     (f) No financing statement,  notice of judgment,  or any similar instrument
(unless filed on behalf of Secured  Party)  covering any of the Collateral is on
file in any public office.

4. APPOINTMENT OF SUB-AGENTS; REGISTRATION IN NOMINEE NAME.

     (a)  The  Secured  Party  shall  have  the  right  to  appoint  one or more
sub-agents for the purpose of retaining physical  possession of any certificates
or instruments representing or evidencing the Collateral.  In addition,  Secured
Party shall at all times have the right to exchange  certificates or instruments
representing or evidencing Collateral for certificates or instruments of smaller
or larger  denominations for any purpose consistent with its performance of this
Agreement.

     (b) For the  better  perfection  of  Secured  Party's  rights in and to the
Collateral and to facilitate  implementation of such rights,  Debtor shall, upon
written request of Secured Party, cause all the certificates,  notes,  documents
and other  instruments  evidencing,  representing  or otherwise  comprising  the
Collateral to be registered or otherwise put into the name of Secured Party or a
nominee or nominees of Secured Party subject only to the revocable voting rights
specified herein.

     (c)  Debtor  hereby  consents  and  agrees  that  the  issuers  of,  or any
depository,  registrar,  transfer  agent  or  similar  party  for  any  of,  the
Collateral  shall be  entitled  to accept the  provisions  hereof as  conclusive
evidence of the right of Secured Party to effect any transfer  pursuant  hereto,
notwithstanding  any notice or direction to the contrary heretofore or hereafter
given by Debtor or any other  person to any such issuer or any such  depository,
registrar, transfer agent or similar party.

5. VOTING RIGHTS.  Upon the occurrence and during the continuance of an Event of
Default,  any and all voting or similar  rights with  respect to the  Collateral
shall be exercisable only by Secured Party.


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<PAGE>

6. COVENANTS OF DEBTOR.  Debtor agrees that so long as this Agreement remains in
effect, it will:

     (a) Promptly deliver any cash,  securities or other property  received with
respect to the  Collateral,  whether as  proceeds  of the  disposition  thereof,
dividends  with respect  thereto,  or otherwise,  to be held by Secured Party or
Bailee  as  Collateral.  Notwithstanding  the  foregoing,  until  Secured  Party
notifies  Debtor to the  contrary  or an Event of  Default  occurs,  Debtor  may
continue  to  receive  regular  cash  dividends  and  interest  payments  on the
Collateral.

     (b) Defend the  Collateral  against  the claims and  demands of all persons
other than Secured  Party and promptly pay all taxes,  assessments,  and charges
upon the  Collateral,  and not sign  (or  permit  to be  signed)  any  documents
creating or perfecting a lien upon or security interest in any of the Collateral
except in favor of Secured  Party,  or otherwise  create,  suffer,  or permit to
exist any liens or security interests upon any Collateral other than in favor of
Secured Party.

     (c) Keep at its  address  for  notices  set  forth  under or  opposite  its
signature hereto its records  concerning the Collateral,  which records shall be
of such  character  as will enable  Secured  Party to  determine at any time the
status of the Collateral;  furnish to Secured Party such information  concerning
the Collateral as Secured Party may from time to time  reasonably  request;  and
permit  Secured Party from time to time to inspect,  audit,  and make copies of,
and extracts  from, all records and all other papers in the possession of Debtor
pertaining to the Collateral.

     (d) Make  appropriate  entries upon its financial  statements and its books
and records disclosing Secured Party's security interest in the Collateral.

     (e) Provide to Secured Party from time to time such financial statements of
and other  information  concerning  the  Collateral  and Debtor as Secured Party
shall reasonably request.

     (f) Not sell,  transfer,  grant an option or similar right with respect to,
or otherwise  dispose of or agree to dispose of any  Collateral  or any interest
therein.

7. EVENTS OF DEFAULT.  The  occurrence  or  continuance  of any of the following
shall constitute an "Event of Default":

     (a) failure to pay,  when and as due, any  principal  and interest or other
amounts payable hereunder or in connection with any of the Liabilities; or

     (b) failure to comply with or perform any  agreement  or covenant of Debtor
contained herein; or

     (c) any default, event of default, or similar event shall occur or continue
under the Loan  Agreement  or the Term  Note,  and  shall  continue  beyond  any
applicable notice,  grace or cure period set forth in the Loan Agreement or Term
Note, respectively; or

     (d)  any  representation,   warranty,  schedule,   certificate,   financial
statement,  report, notice, or other writing furnished by or on behalf of Debtor
to Secured Party is false or  misleading in any material  respect on the date as
of which the facts therein set forth are stated or certified; or


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<PAGE>

     (e) this  Agreement  shall be repudiated or shall become  unenforceable  or
incapable of performance in accord with its terms; or

     (f) Debtor  shall grant or any Person  (other  than  Secured  Party)  shall
obtain a security interest in any of the Collateral, or shall file any financing
statement purportedly covering any Collateral;  Debtor or any other Person shall
perfect  (or  attempt  to  perfect)  such a  security  interest;  a court  shall
determine that Secured Party does not have a first-priority security interest in
any of the  Collateral  or in any other  assets  constituting  security  for the
Liabilities, enforceable in accord with this Agreement (as to the Collateral) or
the related collateral documents (as to such other assets).

8. DEFAULT REMEDIES.

     (a) Upon the occurrence and during the continuance of any Event of Default,
Secured  Party may exercise any rights and remedies  under this  Agreement,  the
Loan Agreement,  the Term Note and any related document or instrument (including
without limitation any pertaining to Collateral), and at law or in equity.

     (b) If any Event of Default shall have occurred and be continuing, then, in
addition  to having the right to exercise  any rights and  remedies of a secured
party upon default under the Uniform  Commercial  Code in effect in the State of
Illinois or in any state where any Collateral is located,  Secured Party may, in
its sole discretion:

          (i) without  being  required to give any prior  notice to Debtor apply
     the cash (if any) then held by it hereunder, toward the Liabilities in such
     order as Secured Party shall determine in its sole discretion; and

          (ii) if there  shall be no such cash or the cash so  applied  shall be
     insufficient to pay all  obligations in full,  sell the Collateral,  or any
     part thereof,  at any public or private sale, for cash,  upon credit or for
     future delivery, as Secured Party shall deem appropriate. The Secured Party
     shall be  authorized  at any such sale (to the extent it deems it advisable
     to do so, in its sole  discretion) to restrict the  prospective  bidders or
     purchasers to persons who will represent and agree that they are purchasing
     the Collateral then being sold for their own account for investment and not
     with a view to the distribution or resale thereof, and upon consummation of
     any such sale  Secured  Party shall have the right to assign,  transfer and
     deliver to the  purchaser(s)  thereof  the  Collateral  so sold.  Each such
     purchaser at any such sale shall hold the  property  sold  absolutely  free
     from any claim or right on the part of Debtor, and Debtor hereby waives (to
     the  extent  permitted  by law)  all  rights  of  redemption,  stay  and/or
     appraisal  which it now has or may at any time in the future have under any
     rule of law or statute now  existing or  hereafter  enacted.  To the extent
     that  notice of sale shall be required  to be given by law,  Secured  Party
     shall give  Debtor at least ten days'  written  notice of  Secured  Party's
     intention to make any such public or private sale or sales.  Secured  Party
     shall not be obligated to make any sale of Collateral if it shall determine
     not to do so,  regardless of the fact that notice of sale of Collateral may
     have been given. Secured Party may, without notice or publication,  adjourn
     any public or private sale or cause the same to be  adjourned  from time to
     time by  announcement  at the time and place fixed for sale,  and such sale
     may,  without  further  notice,  be made at the time and place to which the
     same was so adjourned. In case sale of all or any part of the Collateral is
     made on  credit  or for  future  delivery,  the  Collateral  so sold may be
     retained  by Secured  Party  until the sale price is paid by the  purchaser
     thereof,  but Secured  Party shall not incur any liability in case any such
     purchaser  shall fail to take up and pay for the Collateral so sold; in the
     case of any such  failure,  such  Collateral  may be sold  again  upon like


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<PAGE>

     notice.  As an alternative to exercising the power of sale herein conferred
     upon  it,  Secured  Party  may  proceed  by a suit at law or in  equity  to
     foreclose  this  Agreement  and to  sell  the  Collateral,  or any  portion
     thereof,  pursuant  to a  judgment  or  decree  of  a  court  of  competent
     jurisdiction. The proceeds of sale of Collateral sold pursuant hereto shall
     be applied by Secured Party in such order as it shall determine.

     (c) Secured  Party may, by written  notice to Debtor,  at any time and from
time to time,  waive any Event of Default or Unmatured  Event of Default,  which
shall be for such period and subject to such conditions as shall be specified in
any such notice. In the case of any such waiver,  Secured Party and Debtor shall
be restored to their  former  position  and rights  hereunder,  and any Event of
Default or Unmatured  Event of Default so waived shall be deemed to be cured and
not  continuing;  but no such waiver shall extend to or impair any subsequent or
other Event of Default or  Unmatured  Event of Default.  No failure to exercise,
and no delay in exercising, on the part of the Secured Party of any right, power
or privilege  hereunder shall preclude any other or further  exercise thereof or
the exercise of any other right, power or privilege.  The rights and remedies of
Secured Party herein  provided are cumulative and not exclusive of any rights or
remedies provided by law.

9. POWERS OF SECURED PARTY.  Secured Party may, from time to time, at its option
(but shall have no duty to):

     (a) perform any agreement of Debtor hereunder that Debtor shall have failed
to perform;

     (b) take any other action which Secured Party deems  necessary or desirable
for the  preservation of the Collateral or Secured Party's  interest therein and
the carrying out of this Agreement, including without limiting the generality of
the foregoing:  (i) any action to collect or realize upon the  Collateral;  (ii)
the discharge of taxes,  liens,  security interests or other encumbrances at any
time  levied or placed on the  Collateral;  or (iii) the  discharge  or  keeping
current of any  obligation of Debtor having  effect on the  Collateral;  or (iv)
receiving,  endorsing and collecting all checks and other orders for the payment
of money made payable to Debtor  representing any dividend,  interest payment or
other distribution  payable or distributable in respect of the Collateral or any
part thereof, and to give full discharge for the same;

     (c)  file,  or cause to be  filed,  photocopies  or  carbon  copies  of any
financing statement respecting any right of Secured Party in the Collateral, and
any such  photocopy or carbon copy of the signature of Debtor on such  photocopy
or carbon copy shall be deemed an original for  purposes of such filing.  Debtor
hereby authorizes Secured Party to sign financing  statements on Debtor's behalf
to be filed in all jurisdictions in which such authorization is permitted; and

     (d)  (without  limiting  any  other  provision  hereof)  request  that  any
uncertificated  securities  or deposits  constituting  Collateral  hereunder  be
delivered to it in  definitive  form.  Upon receipt of such request from Secured
Party,  Debtor will immediately take all steps (including,  without  limitation,
the  payment  by Debtor of all costs and  expenses  of  issuance  and  transfer)
required to cause such  uncertificated  securities  or deposits to be issued and
delivered  in  definitive  form to  Secured  Party,  together  with  any and all
documents  (executed  in blank)  required to effect the  transfer of  definitive
securities  or  deposits  in  definitive  form to  Secured  Party.  The  parties
expressly  agree that such securities or deposits when issued in definitive form
shall continue to constitute Collateral for purposes of this Agreement.

Debtor  hereby  appoints  Secured  Party  as  Debtor's  attorney-in-fact,  which
appointment  is and  shall be  deemed  to be  irrevocable  and  coupled  with an
interest,  for  purposes  of  performing  acts and signing  and  delivering  any


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<PAGE>

agreement,  document, or instrument, on behalf of Debtor in accordance with this
Section.  Debtor  immediately  will reimburse  Secured Party for all expenses so
incurred by Secured Party,  together with interest thereon at the interest rates
specified in the Loan Agreement.

10. FURTHER  ASSURANCES.  Debtor agrees to do (or cause to be done) such further
acts and  things,  and to  execute  and  deliver  (or cause to be  executed  and
delivered)   such   additional   conveyances,   assignments,   agreements,   and
instruments,  as Secured  Party may at any time request in  connection  with the
administration  or enforcement of this Agreement or related to the Collateral or
any part thereof or in order better to assure and confirm unto Secured Party its
rights, powers and remedies hereunder.

11.  OBLIGATIONS  UNCONDITIONAL;  WAIVER OF DEFENSES.  Debtor irrevocably agrees
that  no  fact  or  circumstance  whatsoever  which  might  at law or in  equity
constitute  a  discharge  or release  of, or defense  to the  obligations  of, a
guarantor or surety shall limit or affect any  obligations  of Debtor under this
Agreement or any document or instrument executed in connection herewith. Without
limiting the generality of the foregoing:

     (a) Secured Party may at any time and from time to time,  without notice to
Debtor,  take any or all of the following actions without affecting or impairing
the liability of Debtor on this Agreement:

          (i) renew or extend time of payment of the Liabilities;

          (ii) accept,  substitute,  release or  surrender  any security for the
     Liabilities; and

               (iii) release any person  primarily or secondarily  liable on the
          Liabilities.

     (b) No delay in enforcing  payment of the  Liabilities,  nor any amendment,
waiver,  change,  or modification of any terms of any instrument which evidences
or is given in connection  with the  Liabilities,  shall release Debtor from any
obligation  hereunder.  The  obligations  of Debtor under this Agreement are and
shall be primary,  continuing,  unconditional and absolute (notwithstanding that
at any time or from  time to time all of the  Liabilities  may have been paid in
full),  irrespective  of  the  value,  genuineness,   regularity,   validity  or
enforceability  of any documents or  instruments  respecting  or evidencing  the
Liabilities.  In order to hold  Debtor  liable or  exercise  rights or  remedies
hereunder,  there shall be no  obligation on the part of Secured  Party,  at any
time, to resort for payment to any other person or to any other security for the
Liabilities.  Secured  Party  shall  have the right to  enforce  this  Agreement
irrespective  of  whether  or not other  proceedings  or steps  are being  taken
against any other property securing the Liabilities or any other party primarily
or secondarily liable on any of the Liabilities.

     (c) Debtor  irrevocably  waives  presentment,  protest,  demand,  notice of
dishonor or default, notice of acceptance of this Agreement, notice of any loans
made,  extensions  granted or other  action  taken in reliance  hereon,  and all
demands  and  notices  of any kind in  connection  with  this  Agreement  or the
Liabilities.

     (d) Debtor  waives any claim or other right which  Debtor might now have or
hereafter  acquire against any person  primarily or  contingently  liable on the
Liabilities  or that  arises  from the  existence  or  performance  of  Debtor's
obligations under this Agreement,  including,  without limitation,  any right of
subrogation,  reimbursement,  exoneration,  contribution,   indemnification,  or
participation  in any claim or remedy of Secured Party against any person or any
other collateral  security for the  Liabilities,  which Secured Party now has or
hereafter acquires, however arising.


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<PAGE>

12. NOTICES. All notices, requests and demands to or upon the respective parties
hereto  shall be deemed to have been  given or made five  business  days after a
record has been  deposited  in the mail,  postage  prepaid,  or one business day
after a record has been deposited with a recognized  overnight courier,  charges
prepaid or to be billed to the sender,  or on the day of  delivery if  delivered
manually with receipt  acknowledged,  in each case  addressed or delivered if to
Secured Party to its address  indicated  next to its signature line below and if
to Debtor to its address  indicated next to its signature line below, or to such
other  address as may be  hereafter  designated  in  writing  by the  respective
parties hereto by a notice in accord with this Section.

13.  MISCELLANEOUS.  This  Agreement and any document or instrument  executed in
connection  herewith  shall be governed by and construed in accordance  with the
internal law of the State of Illinois, and shall be deemed to have been executed
in such state. Unless the context requires  otherwise,  wherever used herein the
singular  shall  include  the plural and vice  versa,  and the use of one gender
shall also denote the others.  Captions  herein are for convenience of reference
only and shall  not  define  or limit  any of the  terms or  provisions  hereof;
references herein to Sections or provisions without reference to the document in
which they are contained are references to this Agreement.  This Agreement shall
bind  Debtor,  its  successors  and  assigns,  and shall inure to the benefit of
Secured Party,  its successors and assigns,  except that Debtor may not transfer
or assign any of its rights or  interest  hereunder  without  the prior  written
consent  of  Secured  Party.  Debtor  agrees  to pay upon  demand  all  expenses
(including without limitation attorneys' fees, legal costs and expenses, in each
case  whether in or out of court,  in original or  appellate  proceedings  or in
bankruptcy) incurred or paid by Secured Party or any holder hereof in connection
with the  enforcement  or  preservation  of its  rights  hereunder  or under any
document or instrument executed in connection herewith.

14. WAIVER OF JURY TRIAL, ETC. DEBTOR HEREBY IRREVOCABLY AGREES THAT, SUBJECT TO
SECURED  PARTY'S  SOLE  AND  ABSOLUTE  ELECTION,  ALL  SUITS,  ACTIONS  OR OTHER
PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY DOCUMENT OR INSTRUMENT  EXECUTED IN CONNECTION  HEREWITH SHALL BE SUBJECT
TO LITIGATION IN COURTS  HAVING SITUS WITHIN OR  JURISDICTION  OVER COOK COUNTY,
ILLINOIS.  DEBTOR HEREBY CONSENTS AND SUBMITS TO THE  JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURT LOCATED IN OR HAVING  JURISDICTION OVER SUCH COUNTY,  AND
HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND  TRIAL BY
JURY,  TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT,  ACTION OR OTHER  PROCEEDING
BROUGHT BY SECURED PARTY IN ACCORDANCE WITH THIS PARAGRAPH, OR TO CLAIM THAT ANY
SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                            [Signature Page Follows]




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<PAGE>



IN WITNESS  WHEREOF,  Debtor has  executed  this  Agreement as of the date first
written above.



                                      NEW MILLENNIUM CAPITAL PARTNERS, LLC

                                      By:
                                         ---------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:____________________________________


                                      Address:
                                                      -------------------------
                                                      Attention:________________
                                                      Facsimile:________________


ACCEPTED:

AUGUSTINE II, LLC

    By:      AUGUSTINE CAPITAL
             MANAGEMENT, L.L.C., its manager

             By:
                -------------------------------------
                Name:  John T. Porter
                Title:  President

Address:     141 West Jackson Boulevard, Suite 2182
             Chicago, Illinois 60604
             Attention:  John T. Porter
             Facsimile:  (312) 427-5396






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<PAGE>




                                    EXHIBIT A

                                   SECURITIES

          Stock                   Certificate No.                  No. of Shares
          -----                   ---------------                  -------------

   NuWay Medical, Inc.                                               2,500,000





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